Exhibit 10.1


 




FIRST AMENDMENT







THIS FIRST AMENDMENT (this “Amendment”) dated as of December 20, 2016 to the Credit Agreement referenced below is by and among COMPUTER PROGRAMS AND SYSTEMS, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto, and REGIONS BANKS, as Administrative Agent (the “Administrative Agent”).







W I T N E S S E T H :







WHEREAS, credit facilities have been extended to the Borrower pursuant to the Credit Agreement, dated as of January 8, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the Guarantors identified therein, the Lenders identified therein, and Regions Bank, as Administrative Agent and Collateral Agent; and







WHEREAS, the Borrower has requested certain modifications to the Credit Agreement, and the Required Lenders have agreed to the requested modifications on the terms set forth herein.







NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:







1.            Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.







2.            Amendment to the Credit Agreement.  Section 8.8(a) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


(a)            Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any Fiscal Quarter of the Borrower to be greater than the ratio corresponding to such fiscal quarter set forth below:







	
Calendar Year

	 	
March 31

	
June 30

	
September 30

	
December 31


	
2016

	 	
3.50 to 1.0

	
3.50 to 1.0

	
3.50 to 1.0

	
3.50 to 1.0


	
2017

	 	
3.50 to 1.0

	
3.50 to 1.0

	
3.50 to 1.0

	
3.00 to 1.0


	
2018

	 	
3.00 to 1.0

	
3.00 to 1.0

	
3.00 to 1.0

	
2.50 to 1.0


	
thereafter

	 	
2.50 to 1.0

	
2.50 to 1.0

	
2.50 to 1.0

	
2.50 to 1.0










3.            Conditions Precedent.  This Amendment shall be effective upon satisfaction of each of the following conditions precedent:


 


(a)            receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent; and


 


(b)            payment by the Borrower to the Administrative Agent, for the account of each Lender that approves this Amendment, of a fee of 10 basis points (0.10%) on the amount of the Revolving Commitment and the Outstanding Amount of Term Loan of such Lender immediately prior to giving effect to this Amendment.


 











 


4.            Amendment is a “Credit Document”.  This Amendment is a Credit Document and all references to a “Credit Document” in the Credit Agreement and the other Credit Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Credit Documents) shall be deemed to include this Amendment.







5.            Representations and Warranties; No Default.  Each Credit Party represents and warrants to the Administrative Agent that, on and as of the date hereof, immediately after giving effect to this Amendment, (a) the representations and warranties contained in Section 6 of the Credit Agreement and in the other Credit Documents are true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty is true and correct in all respects) on and as the date hereof, except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty is true and correct in all respects) as of such earlier date, and (b) no event has occurred and is continuing which constitutes an Event of Default or a Default.







6.            Reaffirmation of Obligations.  Each Credit Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Credit Documents and (c) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or discharge such Credit Party’s obligations under the Credit Documents.







7.            Reaffirmation of Security Interests.  Each Credit Party (a) affirms that each of the Liens granted in or pursuant to the Credit Documents are valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Credit Documents.







8.            No Other Changes.  Except as modified hereby, all of the terms and provisions of the Credit Documents shall remain in full force and effect.







9.            Counterparts/Facsimile.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Amendment.







10.          Governing Law.  This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.







 [signature pages follow]


 



2










 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.



	
BORROWER:

	
COMPUTER PROGRAMS AND SYSTEMS, INC.,


	
 

	a Delaware corporation
	
 

	
 

	
 


	
 

	
By:

	
/s/ Matt J. Chambless


	
 

	
Name:

	Matt J. Chambless
	
 

	
Title:

	Chief Financial Officer
	
 

	
 

	
 


	
GUARANTORS:

	
TRUBRIDGE, LLC,


	
 

	
a Delaware limited liability company


	
 

	
 

	
 


	
 

	
By:

	
Computer Programs and Systems, Inc.


	
 

	
Its:

	Managing Member
	
 

	
 

	
 


	
 

	
By:

	
/s/ Matt J. Chambless


	
 

	
Name:

	
Matt J. Chambless


	
 

	
Title:

	
Chief Financial Officer


	
 

	
 

	
 


	
 

	
EVIDENT, LLC,


	
 

	
a Delaware limited liability company


	
 

	
 

	
 


	
 

	
By:

	
Computer Programs and Systems, Inc.


	
 

	
Its:

	
Managing Member


	
 

	
 

	
 


	
 

	
By:

	
/s/ Matt J. Chambless


	
 

	
Name:

	
Matt J. Chambless


	
 

	
Title:

	
Chief Financial Officer


	
 

	
 

	
 


	
 

	
HEALTHLAND HOLDING INC.,


	
 

	
a Delaware corporation


	
 

	
 

	
 


	
 

	
By:

	
/s/ Matt J. Chambless


	
 

	
Name:

	
Matt J. Chambless


	
 

	
Title:

	
Chief Financial Officer


	
 

	
 

	
 


	
 

	
HEALTHLAND INC.,


	
 

	a Minnesota corporation
	
 

	
 

	
 


	
 

	
By:

	
/s/ Matt J. Chambless


	
 

	
Name:

	
Matt J. Chambless


	
 

	
Title:

	
Chief Financial Officer


	 	 	 
	 	AMERICAN HEALTHTECH, INC., 
	 	a Mississippi corporation
	 	 	 
	 	By:	/s/ Matt J. Chambless
	 	Name:	Matt J. Chambless
	 	Title: 	Chief Financial Officer





 












	
 

	RYCAN TECHNOLOGIES, INC.,
	
 

	
a Minnesota corporation


	
 

	
 

	
 


	
 

	
By:

	
/s/ Matt J. Chambless


	
 

	
Name:

	
Matt J. Chambless


	
 

	
Title:

	Chief Financial Officer





 


 












	
ADMINISTRATIVE AGENT:

	
REGIONS BANK


	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hamil


	
 

	
Name:

	Steven M. Hamil
	
 

	
Title:

	Senior Vice President
	
 

	
 

	
 


	
LENDERS:

	
REGIONS BANK


	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hamil


	
 

	
Name:

	
Steven M. Hamil


	
 

	
Title:

	
Senior Vice President


	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, N.A.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Akiko Farnsworth


	
 

	
Name:

	
Akiko Farnsworth


	
 

	
Title:

	
Vice President


	
 

	
 

	
 


	
 

	
HANCOCK BANK


	
 

	
 

	
 


	
 

	
By:

	
/s/ Edward E. Midyett


	
 

	
Name:

	
Edward E. Midyett


	
 

	
Title:

	
Senior Vice President


	
 

	
 

	
 


	
 

	
COMPASS BANK


	
 

	
 

	
 


	
 

	
By:

	
/s/ Mark Taylor


	
 

	
Name:

	
Mark Taylor


	
 

	
Title:

	
Senior Vice President


	 	 	 
	 	FIFTH THIRD BANK
	 	 	 
	 	By:	/s/ Joshua N. Livingston
	 	Name:	Joshua N. Livingston
	 	Title: 	Duly Authorized Signatory
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ David A. Wild
	 	Name:	David A. Wild
	 	Title:	Senior Vice President
	 	 	 
	 	SUNTRUST BANK 
	 	 	 
	 	By:	/s/ Jonathan Hart
	 	Name:	Jonathan Hart
	 	Title:	Vice President





 











 



	
 

	
CITIZENS BANK N.A.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Sean J. Lynch


	
 

	
Name:

	
Sean J. Lynch


	
 

	
Title:

	
Managing Director


	
 

	
 

	
 


	
 

	
TRUSTMARK NATIONAL BANK


	
 

	
 

	
 


	
 

	
By:

	
/s/ Robert F. Diehl, Jr.


	
 

	
Name:

	
Robert F. Diehl, Jr.


	
 

	
Title:

	
Executive Vice President


	 	 	 
	 	BRYANT BANK
	 	 	 
	 	By:	/s/ Gregory E. Strachan
	 	Name:	Gregory E. Strachan
	 	Title: 	President, Baldwin County
	 	 	 
	 	SYNOVUS BANK
	 	 	 
	 	By:	/s/ Charles C. Clark, Jr.
	 	Name:	Charles C. Clark, Jr.
	 	Title:	Director
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ William Horstman
	 	Name:	William Horstman
	 	Title:	Authorized Officer